MRS. PHILIP WILLIS, a witness for the State, after first being duly sworn by the Minute Clerk, was examined and testified on her oath as follows:

DIRECT EXAMINATION BY MR. ALFORD:
Q: Mrs. Willis, I want you to simply relax and talk as loud as you possibly can in the
microphone 'cause all of us have to hear you clearly. If you don't understand any of my questions let me know and I will be glad to repeat it. Would you state your full name for the record, please?

A: Yes, I am Mrs. Phil Willis.

Q: Where do you live?

A: In Dallas, Texas.

Q: Mrs. Willis, on the date of November 22, 1963, did you have occasion to be in Dealey
Plaza in Dallas, Texas?

A: Yes, I did.

Q: Approximately what time did you arrive there?

A: About 11:45.

MR. DYMOND: If the Court please, we again object to the entire line of questioning on
the ground it is irrelevant to the issues.

THE COURT: The objection is overruled.

MR. DYMOND: To which ruling we object and reserve a bill of exception, making all the
testimony up until this point and particularly this testimony and the Defense's objection and the Court's ruling all part of the bill.

BY MR. ALFORD:
Q: Would you tell us approximately what time you arrived in Dealey Plaza?

A: 11:45.

Q: Were you accompanied by anyone?

A: My husband, my two daughters.

Q: Mrs. Willis, upon -- first, did you have occasion to view the Presidential motorcade?

A: Yes.

Q: Upon first viewing the motorcade what was your location in Dealey Plaza?

A: At the corner of Houston and Main.

Q: Would you please come down from the witness stand.

THE COURT: Let her use the microphone if she is going to testify from down there.

MR. ALFORD: Yes, sir.

BY MR. ALFORD:
Q: Now I direct your attention to what for purposes of identification --

THE COURT: Mr. Alford, your back is to the Reporter so you will have to speak louder.

BY MR. ALFORD:
Q: I now direct your attention to what for purposes of identification has been marked
as S-34 and I ask you to please indicate with a "W" your location on first viewing the motorcade.

A: (The witness complies.)

Q: Did you have occasion during the course of the motorcade's procession through Dealey
Plaza to change your location?

A: Yes, I did.

Q: Where did you go after you left the corner of Houston and Main?

A: After the motorcade passed my point of view and turned into Elm Street I walked across the Plaza to this point here (indicating).

Q: Mrs. Willis, I'm going to give you a small flag with a pin and direct your attention to what for purposes of identification is marked State-35 and I would request that you place the pin in the location where you moved to.

A: I dropped it. There it is.

Q: Further, Mrs. Willis, I give you a small emblem and ask you to step over here and I
direct your attention to what for purposes of identification has been marked S-36, and I give you a small emblem and request you to place this in the location where you finally viewed the balance of the motorcade.

A: (The witness complies.)

Q: Okay, you may return to the witness stand. Thank you. Mrs. Willis, while you were in Dealey Plaza in Dallas on November 22, 1963, did anything unusual occur?

A: Yes.

Q: Did you hear any unusual noises?

A: Yes, I did.

Q: How many such noises did you hear, if you know?

A: I heard three.

Q: What did the first noise sound like to you?

A: I thought it was a firecracker.

Q: Did you at the time of the first noise, was the Presidential limousine within your
view?

A: No, it wasn't.

Q: At the time you heard the second noise what did you think this to be?

A: I knew it was a gunshot then.

Q: And was the Presidential limousine in your view at that time?

A: Yes, sir.

Q: Could you see the effects of the second noise?

A: Yes.

Q: What were those effects?

A: The effects were that the third shot, his head --

Q: Excuse me, but I am talking about the second noise.

A: The second noise drew my attention back to the motorcade.

Q: I see. Now what, or did the third noise, would you describe what it sounded like to you?

A: It was a loud gunshot.

Q: And did you observe, or were you able at the time of this third noise, to view the
Presidential motorcade, the limousine?

A: Yes.

Q: What was your attention directed on at that time?

A: The President.

Q: Was your attention directed on any one person in there?

A: No. I knew Governor Connally and knew Senator Ralph Yarborough and I knew Vice President Johnson and I only had eyes then for the President.

Q: Were you able to determine at that time from where these shots were coming?

A: No.

Q: Did you have an unobstructed view of President Kennedy at the time of the third shot?

A: Absolutely.

Q: Mrs. Willis, would you please describe for the Gentlemen of the Jury and the Court what you saw as a result and as the effects of this third shot?

A: On the third shot his head exploded and went back and to the left.

Q: Did you observe anything, anything other than the explosion?

A: It exploded like a red halo.

Q: Mrs. Willis, have you ever as of this day seen the Zapruder film?

A: Yes.

Q: Where did you see it?

A: At Eastman Kodak.

Q: Did this film indicate the same thing you observed?

MR. DYMOND: I object as that is something for the Jury to determine. I think he is
trying to corroborate the witness with a self-serving declaration.

BY MR. ALFORD:
Q: Did you at the time you observed the explosion of the President's head, did you see
anything leave the President's head?

A: Yes, it seemed to be a matter of some type from his head.

Q: What was the direction of this matter as you were able to observe?

A: Back.

Q: Would that be to the backwards left or to the backwards right as he was seated in the car?

A: To his left.

Q: Now were you also able to observe the Presidential limousine at approximately the time of the third shot which you have described?

A: Yes, I could see the car.

Q: Did it appear to you, or at what or did it appear to you to be moving at a constant
rate of speed?

A: Yes, that is correct.

Q: Did it appear to you, or did it ever appear to you that at any time during its route
down Main Street to accelerate?

A: No.

Q: And specifically at the time of the third shot did you observe the automobile
accelerate?

A: No, as a matter of fact they almost halted.

Q: What else did you observe after the third shot if anything?

A: The cars broke from formation a little and I only saw it speed up as it went under the underpass on the way to the hospital.

Q: Were you able to observe the reaction of the other people in Dealey Plaza?

A: Yes, many of them rushed up the grassy knoll.

Q: Did you see any policemen go up there?

A: Yes.

Q: Did you go in this direction?

A: No, I stood and watched, I was concerned for my family and I first looked for them.

Q: Did you see anyone -- are you familiar with a wooden stockade-type fence in Dealey
Plaza?

A: Yes.

Q: Did you see anyone climbing this fence?

MR. DYMOND: I object to the leading of the witness.

THE COURT: She can answer as to whether she saw it or not.

BY MR. ALFORD:
Q: Describe what you saw in this area.

A: Well, there were many people on the ground, still on the ground at that time when the policeman got off his motorcycle and rushed up the grassy knoll.

Q: Mrs. Willis, I show you what for purposes of identification has been marked S-42 and
ask you whether or not this scene is familiar to you?

A: Yes, it is.

Q: Do you see any policemen in this photograph?

A: Yes.

Q: Do you recall observing this policeman on November 22?

A: Yes, I do.

Q: What was this policeman doing as you observed him on November 22?

A: He was running toward this wall, this fence.

Q: Mrs. Willis, did you ever testify, or were you ever called to testify in front of the Warren Commission?

A: No, I was not.

MR. ALFORD: I tender the witness.

CROSS-EXAMINATION BY MR. DYMOND:
Q: Mrs. Willis, you say you don't know that the direction the sounds of these explosions came from, is that right?

A: I'm not an expert with guns and I can't say but I think they were in front of me.

Q: And it is your testimony that at the moment of that third shot you observed all at one time the President's head, the movement of his head over to the left, has falling
back, the direction in which --

MR. ALFORD: It is an incorrect statement because the witness said to the back and left and Defense's lawyer is only saying left.

MR. DYMOND: I'm not attempting to repeat her testimony, I'm asking her if this is or was her testimony.

BY MR. DYMOND:
Q: Is it your testimony that at the moment the third shot was fired that all at once
you were able to observe the President's head, the President's head moving back and to the left, your statement that whatever matter that came from his head went to the rear, and also the automobile did not accelerate at that moment and you saw all of that at one moment?

A: I don't believe the car accelerated at that moment.

Q: But you were able to observe all these things?

A: I certainly saw his head blow up.

Q: Now these people that you say were running towards the grassy knoll, do you know if
they were running for cover or if they were running towards the shots or away from the police?

A: I think a policeman would be running --

Q: I didn't ask you what you thought.

MR. ALFORD: Let her answer the question.

MR. DYMOND: If the Court please it is not responsive when I asked her the question.

MR. ALCOCK: She has a right to answer the question and because the wrong answer comes
out he wants to object.